J.P. Morgan Securities LLC
383 Madison Avenue
New York, New York 10179
January 23, 2017
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-7010
Attn: Suzanne Hayes
Re: Jounce Therapeutics, Inc.
Registration Statement on Form S-1
Registration File No. 333-215372
Ladies and Gentlemen:
In accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), we, as representative of the several underwriters, hereby join in the request of Jounce Therapeutics, Inc. (the “Company”) for acceleration of the effective date of the above-named Registration Statement so that it becomes effective at 3:30 PM, Washington, D.C. time, on January 25, 2017 or as soon thereafter as practicable, or at such other time as the Company or its outside counsel, Goodwin Procter LLP, request by telephone that such Registration Statement be declared effective.
Pursuant to Rule 460 under the Act, we, as representative of the several underwriters, wish to advise you that we have effected the following distribution of the Company’s Preliminary Prospectus dated January 17, 2017:
(i) Dates of distribution: January 17, 2017 through the date hereof
(ii) Number of prospective underwriters to which the preliminary prospectus was furnished: 4
(iii) Number of prospectuses furnished to investors: approximately 2,510
(iv) Number of prospectuses distributed to others, including the Company, the Company’s counsel, independent accountants, and underwriters’ counsel: approximately 50
We, the undersigned, as representative of the several underwriters, has complied and will comply, and we have been informed by the participating underwriters that they have complied and will comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
| Very truly yours, | ||
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| J.P. MORGAN SECURITIES LLC | ||
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| Acting on behalf of itself and the several underwriters | ||
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| By: | J.P. MORGAN SECURITIES LLC | |
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| By: | /s/ David Ke | |
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| Name: | David Ke |
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| Title: | Vice President |
